UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
GOOGLE INC.
(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))
Options to Purchase Class A Common Stock, $0.001 par value
(Title of Class of Securities)
38259P508
(CUSIP Number of Class A Common Stock Underlying Class of Securities)
Donald Harrison, Esq.
Katherine Stephens, Esq.
Google Inc.
1600 Amphitheatre Parkway
Mountain View, CA 94043
(650) 253-0000
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
David J. Segre, Esq.
Jose F. Macias, Esq.
Jon C. Avina, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
Tel: (650) 493-9300
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee* | |
| Not Applicable* | Not Applicable* |
| * | A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer. |
| ¨ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: | Not applicable. | |
| Form or Registration No.: | Not applicable. | |
| Filing party: | Not applicable. | |
| Date filed: | Not applicable. |
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | third party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release of Google Inc. dated January 22, 2009 | |
| 99.2 | Posting on the Official Google Blog dated January 22, 2009 | |
| 99.3 | Email from Laszlo Bock to employees dated January 22, 2009 | |
| 99.4 | Transcript of video presentation given to employees by Laszlo Bock | |
| 99.5 | Frequently Asked Questions | |
| 99.6 | Email from Kent Walker to managers dated January 22, 2009 | |
| 99.7 | Email to employees regarding town hall meetings dated January 22, 2009 | |
| 99.8 | Powerpoint slide posted on the Investor Relations section of Google’s website | |